Skyline Exhibits Terms & Conditions

These Terms and Conditions (“Terms and Conditions”) shall govern the relationship between you (the “Client”) and Skyline Exhibits (“Skyline”) (Client and Skyline may hereinafter be referred to individually as a “Party” or collectively as the “Parties”).

Scope of Work / Service Deliverables. Subject to the terms hereof, Skyline agrees to design, provide, and deliver Products and/or Services specified in the proposal agreed to by the Parties (the “Proposal”). If Client requests a change to the scope of the Proposal or any Services thereafter: (a) Client may be required to sign a Change Order setting forth the modifications accepted by Skyline, including adjustments to pricing and timing; or (b), the pricing and timing shall automatically be adjusted and invoiced by Skyline.
Timeline and Response Time. Client and Skyline shall establish a timeline to ensure successful delivery of Products and Services. Skyline will use reasonable efforts to meet the scheduled delivery dates but does not guarantee that it will do so, and any such failure does not constitute a cause for cancellation by Client or grounds for damages. If Client fails to perform its obligations for response times and/or Client modifies timeline or scope of Proposal, Skyline shall have the option to adjust the Price and/or timing of delivery including but not limited to, incremental Products and Services, and freight rush charges. If Skyline determines that a critical Client response time was missed, Skyline does not guarantee on-time delivery or original price.

Client acknowledges that only a test proof printed on the actual printer a final graphic will be created on is an accurate indication of color. Art approved via layouts transmitted is subject to variances of computer monitors and interpolation programs. Client is responsible for ensuring spelling, spacing, punctuation, assigned colors, gradients and/or special visual effects are correct prior to production electronically.
Payment Terms. Unless otherwise stated on the Proposal, all Proposal fees are due upon Invoice and paid per methods provided on the Invoice; Proposal references to “IN” means Invoice Date, and “Bal” means Balance. Skyline will not commence work prior to receipt of payment thereof. Services and freight are estimates only, Skyline reserves the right to invoice based on actual costs. Additional charges may apply if incremental to the Proposal fees stated, including, without limitation, labor, third party services and products, freight and handling, and other costs. If any invoice is not paid within 30 days of due date, a late payment fee of 1.5% per month of the outstanding balance will be assessed. If Client fails to make payment within 60 days of the due date, Client agrees to pay all costs associated with the collection of outstanding amounts, including reasonable attorney fees, court costs, and any other expenses incurred by Skyline in pursuing collection of such amounts.
Cancellation Charges. If the Client cancels products or services, Client is obliged to pay for the fees incurred by Skyline up to the date of cancellation. If the cancellation occurs after the services have been provided or the product has been produced, no refunds will be provided. If the Client has paid a deposit, any cancellation fees will be deducted from the deposit, and the remaining amount will be credited to the client.
Right to Offset. To the extent Client is required to pay any amounts to Skyline, or to defend, hold harmless, or indemnify Skyline, Skyline shall, in addition to whatever other remedies are available to Skyline, have the right to offset against any fees owed by Skyline under this Agreement the amount of any indemnification or other amount to which Company is entitled under this Agreement. Client credits on account shall be applied to the oldest invoices at Skyline’s discretion.
Relationship of the Parties. The relationship between Client and Skyline shall be that of an independent contractor. Nothing contained in these Terms and Conditions shall be construed to create any partnership, joint venture, employer-employee, or agency relationship between the Parties.
Intellectual property. All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and any other proprietary rights in any materials, products, services, or content provided by Skyline subject to these Terms and Conditions shall remain the exclusive property of Skyline. Nothing in these Terms and Conditions shall be construed as transferring any ownership rights to Client. Any intellectual property that Client provides to Skyline for the purpose of fulfilling the obligations under these Terms and Conditions remains the property of Client. Client grants Skyline a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purpose of performing its obligations under these Terms and Conditions. The Parties agree to take all reasonable measures to protect the intellectual property rights of the other Party.
Limited Warranty and Limitation of Damages. Skyline makes the following limited warranty concerning Skyline’s products and services: subject to the terms of these Terms and Conditions and any other agreement reached by the Parties, the products and services will reasonably conform to the designs and specifications set forth in the purchase order and related documentation provided at the time of purchase by Client (“Limited Warranty”). Except for the Limited Warranty, Skyline disclaims all other warranties, express and implied, relating in any manner to the products and services, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, noninfringement, or title. Without limiting the foregoing: (a) all risk of loss or damage with respect to the products shall pass to Client upon delivery to the freight carrier, Terms: FOB (UCC) Skyline loading dock; (b) if necessary and requested, Skyline will act as Client’s agent and engage a carrier on Client’s behalf and at Client’s sole risk and expense; (c) Client acknowledges that the products and services provided by Skyline are “custom” in nature and, as such, are open to subjective degrees of acceptability; therefore, Client agrees that Skyline will determine, in Skyline’s reasonable judgment, whether the products and services conform to the Limited Warranty; (d) Skyline does not bear any responsibility or liability for any products not in its possession; (e) Skyline does not warrant any specific delivery dates; (f) Client assumes all liability for services required to operate the products, including continuous and adequate electrical power, computer connectivity, and computer speed; and (g) Client is solely liable for all computer hardware or software purchased, leased, or licensed from, or installed or operated, by Client or any third party in connection with the products, and (i) agrees to only assert related claims against the manufacturer of the defective hardware or software, and (ii) to comply with the manufacturer’s requirements with regard to use, maintenance and training, and the proprietary rights in and to such hardware and software (including the signing of a separate license agreement). In the event of a breach of the Limited Warranty, Client’s sole remedy is as follows: that Skyline shall have the option, in its sole discretion, to cure the default by repairing or replacing the nonconforming products or services, at Skyline’s expense. In no event will Skyline be liable for any consequential, incidental, special, or punitive damages arising from the breach. In no event will the amount of Skyline’s liability exceed the price remitted by Client to Skyline for the nonconforming products or services prior to the date of cure.
Notices. Unless otherwise required under a separate agreement, notices permitted or required to be given hereunder, shall be in writing and shall be sent by email, mail, overnight courier service or express mail service to the Chief Financial Officer of Skyline and Client contact on Proposal or to such other individuals as the respective Parties may designate by notice from time to time. Notices so given will be effective upon receipt by the Party to which the notice is given.
Waiver. Failure of either Party to complain of any act or omission of the other Party, no matter how long the same may continue, shall not be deemed to be a waiver by such Party of any of its rights hereunder. No waiver by any Party at any time of any other provision of these Terms and Conditions shall be deemed a waiver or breach of any other provision of these Terms and Conditions or consent to any subsequent breach of the same of any other provision hereunder. If any act or omission by any Party shall require the consent of approval of another Party, such consent or approval of such act or omission on any one occasion shall not be deemed a consent to or approval of said act or omission on any subsequent occasion or consent to or approval of any other acts or omission on the same or any subsequent occasion. Waiver of any right or remedies must be in a signed writing by the waiving Party.
Governing Law; Jurisdiction. Client agrees that all transactions between the Parties shall be construed in accordance and governed by the laws of the State of Minnesota applicable to agreements made and to be performed wholly whin that jurisdiction. Any legal suit, action, or proceeding arising out of or relating to a transaction between the Parties shall be instituted exclusively in the State or Federal courts located in Minnesota and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Survival. All provisions of these Terms and Conditions shall survive until the completion of all transactions agreed to between the Parties. Thereafter, any Terms and Conditions that by their nature extend beyond completion of all transactions agreed to between the Parties shall survive the completions of such transactions.
Entire agreement. Unless otherwise expressly altered by the Parties in a separate agreement which reflects a contrary intention, these Terms and Conditions constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other communications, including but not limited to all prior agreements including preprinted forms, between the Parties with respect to such subject matter. Purchase orders issued by Client are deemed for Client administrative purposes and have no bearing on the Terms and Conditions between the Parties.
Force Majeure. Neither party shall be liable to the other for any damages due to causes beyond such party’s reasonable control, including, but not limited to, delay due to the elements, acts of God, acts of any government, governmental agency or civil or military authority, fire, flood, embargo, war, riot, labor strife or strike, epidemic or quarantine.
Severability. In the event that a court of competent jurisdiction holds any provision of these Terms and Conditions invalid or unenforceable in any circumstances, the remainder of these Terms and Conditions, and the application of such provision in any other circumstances, will not be affected thereby. Any provision of these Terms and Conditions held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Headings. The headings of sections in these Terms and Conditions are for convenience only and will not affect the meaning or interpretation of these Terms and Conditions in any way.
Additional Skyline Policies. Any policies which are referenced but not provided herein, or in a separate agreement between the Parties, shall be provided to Client by Skyline through online publication of such policies.